U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 13, 2002
GOLDSTATE CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other Jurisdiction as Specified in Charter
00-26705 88-0354425
(Commission file number) (I.R.S. Employer Identification No.)
3305 Spring Mountain Road, Suite 60
Las Vegas, Nevada 89012
(Address of Principal Executive Offices)
(888) 228-5526
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant
(a) On May 22, 2002, the board of directors of Goldstate Corporation, a
Nevada corporation (the "Company") authorized the execution of settlement
agreements with certain creditors of the Company and the subsequent issuance of
an aggregate of 1,529,672 shares of its restricted common stock.
The Company has incurred debt inclusive of accrued interest in the
aggregate amount of $110,883.94 and $42,083.30, respectively, with certain
creditors of the Company (the "Creditor(s)"). Such debt due and owing by the
Company relates to past financial, administrative, managerial and investor
relation services performed by the respective Creditor pursuant to contractual
agreements entered into with the Company. Therefore, the Company entered into
separate settlement agreements dated May 22, 2002, respectively, with each
Creditor (the "Settlement Agreement(s)"), whereby each Creditor agreed to settle
the debt owed to it by the Company and accept the issuance of restricted common
shares of the Company at the rate of $0.10 per share as settlement for all
interest and principle due and outstanding to such Creditor as of the date of
the Settlement Agreement as follows:
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Name of Creditor Dollar Amount Rate per Share Number of Shares of
Of Debt Common Stock Issued
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Tarmac Management Ltd. $110,883.94 $0.10 1,108,839
No. 50 Corporate $ 42,083.30 $0.10 420,833
Ventures Ltd.
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(b) On May 22, 2002, the Company issued an aggregate of 1,529,672 shares of
its restricted common stock to the Creditors. As a result of the issuance of the
1,529,672 shares of its restricted common stock on May 22, 2002, there was a
change in control of the Company. The following table sets forth the name and
address, as of the date of this Report, and the approximate number of shares of
common stock owned of record or beneficially by each person who owned of record,
or was known by the Company to own beneficially, more than five percent (5%) of
the Company's common stock, and the name and shareholdings of each officer and
director and all officers and directors as a group.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
- --------------------------------------------------------------------------------
Common Stock No. 50 Corporate 1,170,833 9.54%
Ventures Ltd.
1255 W. Pender St.
Vancouver, B.C.
Canada V6E 2V1
Common Stock Cybergarden 695,000 5.66%
Development, Inc.
1177 W. Hastings St.
Suite 1710
Vancouver, B.C.
Canada V6E 2L3
Common Stock Tarmac Management Ltd. 1,894,147 15.43%
1250 W. Hastings St.
Vancouver, B.C.
Canada V6E 2M4
Common Stock All officers and 100,000 .009%
directors as a group
(2 persons)
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There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
10._ Settlement Agreement dated May 22, 2002 between Goldstate
Corporation and Tarmac Management Ltd.
10._ Settlement Agreement dated May 22, 2002 between Goldstate
Corporation and No. 50 Corporate Ventures Ltd.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GOLDSTATE CORPORATION
Date: June 12, 2002 By: /s/ Laara Shaffer
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Laara Shaffer, President